<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934 for the quarterly period ended March 31, 1999.
Transition report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934 for the transition period from to .
--------- ----------
0-24816
(Commission File Number)
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 23-2610414
(State of other jurisdiction (IRS Employer Identification No.)
incorporated or organization)
230 S. Broad Street, Mezzanine
Philadelphia, Pennsylvania 19102
(Address of principal executive offices)
Registrant's telephone number: 215-790-4700
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of units of limited partnership interest outstanding as of
the latest practicable date.
Units of Limited Partnership Interest 97,752 units
- ------------------------------------- -----------------------------
(Class) (Outstanding at May 13, 1999)
<PAGE> 2
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Combined Balance Sheets
March 31, 1999 and December 31, 1998 3
Combined Statements of Operations and Changes in
Partners' Deficit
Three Months ended March 31, 1999 and 1998 4
Combined Statements of Cash Flows
Three Months ended March 31, 1999 and 1998 5
Notes to Combined Financial Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7
PART II. OTHER INFORMATION
Item 6. Reports on Form 8-K 9
SIGNATURES 10
</TABLE>
2
<PAGE> 3
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
Assets (Unaudited)
---------------------------
<S> <C> <C>
Rental property, at cost:
Land $ 15,713 $ 16,292
Buildings 218,638 224,029
-------------------------
234,351 240,321
Less: accumulated depreciation 111,851 113,228
-------------------------
Rental property, net 122,500 127,093
Cash and cash equivalents 2,246 2,190
Restricted cash 2,861 3,459
Tenant accounts receivable, net of allowance
of $30 - 1999 and 1998 602 179
Unbilled rent receivable 567 850
Tenant leasing costs 69 76
Accounts receivable and other assets 1,089 1,057
-------------------------
Total assets $ 129,934 $ 134,904
========================
Liabilities and Partners' Deficit
Wraparound mortgages payable $ 307,070 $ 318,555
Less: unamortized discount based on imputed
interest rate of 12% 161,935 169,290
-------------------------
Wraparound mortgages payable less
unamortized discount 145,135 149,265
Other borrowings 620 445
Deferred revenue 1,351 331
Accounts payable and other liabilities 1,613 1,780
Finance lease obligation 2,650 2,650
Deposit on sale of property 2,051 2,051
-------------------------
Total liabilities 153,420 156,522
Partners' deficit (23,486) (21,618)
-------------------------
Total liabilities and partners' deficit $ 129,934 $ 134,904
========================
</TABLE>
See accompanying notes to combined financial statements.
3
<PAGE> 4
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Operations and Changes in Partners' Deficit (unaudited)
(in thousands, except per unit data)
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------------
1999 1998
-------------------------
<S> <C> <C>
Income:
Rental income $ 4,585 $ 5,775
Other charges to tenants 1,274 1,845
Interest income 52 33
Other income 0 61
------------------------
Total income 5,911 7,714
------------------------
Operating expenses:
Interest expense 4,069 5,532
Real estate taxes 1,172 1,323
Management fees 299 318
Common area maintenance expenses 565 609
Ground rent 158 179
Repairs and maintenance 153 146
General and administrative 131 466
Depreciation and amortization 1,828 2,102
------------------------
Total operating expenses 8,375 10,675
------------------------
Operating loss (2,464) (2,961)
Other (expense) income:
Net (loss) gain income on disposition
of properties (1,478) 2,808
------------------------
Loss before extraordinary gain (3,942) (153)
Extraordinary gain:
Forgiveness of wraparound mortgages
payable on dispositions of properties 2,074 0
------------------------
Net loss (1,868) (153)
Partners' deficit:
Beginning of period (21,618) (53,571)
------------------------
End of period ($23,486) ($53,724)
========================
Net loss per unit ($ 19.11) ($ 1.53)
========================
</TABLE>
See accompanying notes to combined financial statements.
4
<PAGE> 5
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Combined Statements of Cash Flows (unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
----------------------
1999 1998
----------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($1,868) ($ 153)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,782 2,052
Amortization of discount 1,791 2,134
Net gain on disposition of properties
including forgiveness of wraparound
mortgages payable (596) (2,808)
Increase in tenant accounts receivable (423) (296)
Decrease (increase) in unbilled rent
receivable 283 (4)
Decrease in tenant leasing costs 7 12
Increase in accounts receivable
and other assets (32) (64)
(Decrease) increase in accounts
payable and other liabilities (167) 185
Increase in deferred revenue 1,020 397
---------------------
Net cash provided by operating activities 1,797 1,455
---------------------
Cash flows from financing activities:
Payments on wraparound mortgages (1,681) (1,770)
Proceeds from other borrowings 175 0
Repayment of other borrowings 0 (100)
---------------------
Net cash used in financing activities (1,506) (1,870)
---------------------
Cash flows from investing activities:
Disposition of properties (270) (79)
Improvements to rental property (564) (246)
---------------------
Net cash used in investing activities (834) (325)
---------------------
Decrease in cash and cash equivalents (543) (740)
Cash and cash equivalents:
Beginning of period 5,650 2,480
---------------------
End of period $ 5,107 $ 1,740
=====================
</TABLE>
See accompanying notes to combined financial statements.
5
<PAGE> 6
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(a limited partnership)
Notes to Combined Financial Statements (Unaudited)
March 31, 1999
Note 1: Basis of Presentation
The accompanying unaudited combined financial statements have been prepared in
accordance with the instructions to Form 10-Q and therefore do not include all
information and footnotes necessary for presentation of financial position,
results of operations, and cash flows required by generally accepted accounting
principles for complete financial statements. The information furnished reflects
all adjustments (consisting of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair summary of the financial position,
results of operations and cash flows for the interim periods presented. The
financial statements should be read in conjunction with the financial statements
and notes thereto filed with Form 10-K for the year ended December 31, 1998.
Note 2: Formation and Description of Business
National Property Analysts Master Limited Partnership (NPAMLP), a limited
partnership, was formed effective January 1, 1990. NPAMLP is owned 99% by the
limited partners and 1% collectively by EBL&S, Inc., the managing general
partner, and Feldman International, Inc. ("FII"), the equity general partner.
The properties included in NPAMLP consist primarily of regional shopping centers
or malls with national retailers as anchor tenants. The ownership and operations
of these properties have been combined in NPAMLP.
The combined financial statements include the accounts of partnerships that
contributed their interests to NPAMLP and certain partnerships whose partnership
interests were not contributed as of the effective date of NPAMLP's formation on
January 1, 1990, but were allocated their interests in NPAMLP as if they were
contributed on January 1, 1990.
6
<PAGE> 7
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Results of Operations
NPAMLP owned 49 properties at March 31, 1999 versus 55 at March 31, 1998. In
February 1998, the East Meadow, New York property was conveyed to the underlying
mortgage lender pursuant to the Plan of Reorganization of East Meadow
Associates. In February 1998, a portion of the Temple Terrace, Florida property
was sold pursuant to the Plan of Reorganization of Ocala Realty Associates
("Ocala"). In May 1998, the Las Vegas, Nevada and La Mesa, California properties
were conveyed to the purchaser pursuant to the 1995 agreements of sale. In July
1998, the East Greenbush, New York property was conveyed to the underlying
mortgage lender pursuant to the Plan of Reorganization of Ocala. In August 1998,
the Trenton, New Jersey property was transferred to affiliates of the managing
general partner in exchange for their entire economic interest as limited
partners in NPAMLP. In September 1998, the remainder of the Temple Terrace
property was sold pursuant to the Plan of Reorganization of Ocala. In September
1998, the Wichita, Kansas property was sold in accordance with the June 1998
agreement of sale. In January and March 1999, portions of the Cahokia, Illinois
property were conveyed to the underlying mortgage lender and sold, respectively,
pursuant to the Plan of Reorganization of Cahokia Associates. Income decreased
for the three month period ended March 31, 1999 versus March 31, 1998 by
$1,803,000. The decrease was primarily due to decreased rental income and other
charges to tenants arising from the above property dispositions.
Operating expenses decreased for the three month period ended March 31, 1999
versus March 31, 1998 by $2,300,000. The decrease in operating expenses was
primarily due to decreases in interest, real estate tax, general and
administrative expenses and depreciation resulting from the forgiveness of
wraparound mortgage obligations and property dispositions.
There was a Net loss on disposition of properties for the three month period
ended March 31, 1999 of $1,478,000 versus a Net gain on disposition of
properties of $2,808,000 in the same period in 1998. The variance was due to the
dispositions of the Cahokia property parcels in January and March 1999, which
produced a net loss on disposition of properties of $1,440,000 and $38,000,
respectively; and the dispositions of the East Meadow property and a portion of
the Temple Terrace property in February 1998, which produced a net gain on
disposition of properties of $2,747,000 and $61,000, respectively.
Forgiveness of wraparound mortgages payable on dispositions of properties for
the three month period ended March 31, 1999 resulted from the dispositions of
the Cahokia parcels as described above.
7
<PAGE> 8
NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP
(A LIMITED PARTNERSHIP)
Management's Discussion and Analysis of Results of Operations and Financial
Condition
Liquidity and Capital Resources
Net cash provided by operations for the three month period ended March 31, 1999
was $1,797,000. Net cash used in financing and investing activities was
$1,506,000 and $834,000, respectively. As a result of the above, there was a
$543,000 decrease in cash for the three months ended March 31, 1999.
During 1995 NPAMLP negotiated with E & H Properties, Inc. (E & H), a related
party, for E & H to advance up to $1,000,000 to NPAMLP for the purpose of making
capital and tenant improvements to the properties. Pursuant to this agreement,
the obligation of E & H to make advances to NPAMLP is at all times the sole and
absolute discretion of E & H. The line bears interest based on a variable rate
(11.25% at March 31, 1999) and has no expiration date. The amounts advanced to
NPAMLP are not directly secured by any collateral; however, the East Haven
property (with a net book value of rental property of $4,447,000 and a
wraparound mortgage payable of $6,910,000) has been pledged to secure a line of
credit extended to E & H by a bank which enables E & H to make advances to
NPAMLP. As of March 31, 1999, $620,000 was owed by NPAMLP and E & H under the
lines of credit, respectively.
As of March 31, 1999, the third party underlying mortgages were current for all
the properties except the properties located in Borger, Texas and Federal Way,
Washington. In October 1998 the loans matured and had balloon payments due. The
mortgagees have since declared the loans to be in default. NPAMLP is currently
negotiating for alternative financing.
As of March 31, 1999, NPAMLP was obligated for approximately $164,000 of capital
commitments which are primarily for asphalt repairs, roof replacement and tenant
fit-out costs.
Year 2000
NPAMLP relies on the computer system of EBL&S Property Management, Inc. (the
Property Manager) for its management information systems. The Property Manager
has updated its computer hardware and software systems to bring its computer
system in compliance with the year 2000 millennium change. This included the
purchase of new hardware equipment and a software package in 1998. The new
system was successfully tested during the first quarter of 1999. The total cost
of the hardware and software was borne by the Property Manager. The Property
Manager does not anticipate any other material costs relating to this
replacement.
8
<PAGE> 9
PART II
Item 6(B). Reports on Form 8-K
The registrant was not required to file any current reports on Form
8-K during the three months ended March 31, 1999.
9
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
National Property Analysts Master Limited
Partnership
-----------------------------------------------------
(Registrant)
Date: May 13, 1999
-----------------------------------------------
By: EBL&S, Inc., its managing general partner
-----------------------------------------------
By: /s/ Edward B. Lipkin
-----------------------------------------------
Name: Edward B. Lipkin
Title: Director
By: Feldman International, Inc., its equity general
partner
-----------------------------------------------
By: /s/ Robert McKinney
-----------------------------------------------
Name: Robert McKinney
Title: Director
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 5,107
<SECURITIES> 0
<RECEIVABLES> 632
<ALLOWANCES> 30
<INVENTORY> 0
<CURRENT-ASSETS> 5,709
<PP&E> 234,351
<DEPRECIATION> 111,851
<TOTAL-ASSETS> 129,934
<CURRENT-LIABILITIES> 3,584
<BONDS> 145,135
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 129,934
<SALES> 0
<TOTAL-REVENUES> 5,911
<CGS> 0
<TOTAL-COSTS> 2,478
<OTHER-EXPENSES> 3,306
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,069
<INCOME-PRETAX> (3,942)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,942)
<DISCONTINUED> 0
<EXTRAORDINARY> 2,074
<CHANGES> 0
<NET-INCOME> (1,868)
<EPS-PRIMARY> (19.11)
<EPS-DILUTED> (19.11)
</TABLE>
